Option Purchase Price. In consideration of its acquisition of all of the issued and outstanding capital stock of Echo Connect Holdings pursuant to the Echo Connect Purchase Agreement, the Echo Connect Purchase Agreement will provide that Change Solutions (or any Subsidiary of any Echo Party that it designates), will pay to the Echo Shareholders at the closing under the Echo Connect Purchase Agreement an aggregate amount equal to (i) $1.00 plus (ii) the product of (A) (y) the estimated cumulative EBITDA for the 12-month period ended at the end of the most recent calendar month preceding the date of delivery of the Option Notice to the Echo Shareholders and Echo Connect Holdings (the “Trailing 12-month EBITDA”) of Echo Connect Holdings and its Subsidiaries as of the closing of the Echo Connect Purchase Agreement less (z) $14,269,000 multiplied by (B) twelve (12) (the “Purchase Price”). The Purchase Price will not be subject to an adjustment for cash, working capital or debt, but will contain a customary post-closing true-up of the estimated Trailing 12-month EBITDA compared against the actual Trailing 12-month EBITDA consistent with that set forth in Section 2.02 of the Contribution Agreement (mutatis mutandis). Notwithstanding the first sentence of this Section 5, in the event the Trailing 12-month EBITDA of Echo Connect Holdings and its Subsidiaries as of the closing of the Echo Connect Purchase Agreement is less than or equal to $14,269,000, the Purchase Price will be $1.00. “EBITDA” means with respect to Echo Connect Holdings and its Subsidiaries, “EBITDA” as calculated in the Credit Agreement, dated as of March 1, 2017, among Change Healthcare Intermediate Holdings, LLC, a Delaware limited liability company, Change Healthcare Holdings, LLC, a Delaware limited liability company, certain subsidiaries of the Parent Borrower, as Borrowers and Guarantors (each as defined therein), the Lenders (as defined therein) party thereto from time to time, Bank of America, N.A., as Administrative Agent, Collateral Agent, Swing Line Lender and L/C Issuer and the other parties party thereto (the “Credit Agreement”) as further adjusted for (i) any synergies resulting from Echo Connect Holdings and its Subsidiaries being integrated with Change Solutions (or any Subsidiary of any Echo Party that it designates), (ii) any run rate adjustments for cost actions already taken during the relevant period, (iii) any direct acquisition costs, such as third-party due diligence, legal and advisory costs and...
Option Purchase Price. If the Management Investor shall be terminated by any of the Companies without Cause or shall cease to be employed by any of the Companies by reason of death, temporary or permanent disability, the "Option Purchase Price" for the Common Stock and/or Preferred Stock to be purchased from such Management Investor or such Management Investor's Permitted Transferees pursuant to the Purchase Option (such number of shares of Common Stock and/or such number of shares of Preferred Stock, each being referred to as the "Purchase Number") shall equal the price calculated as set forth in the table below opposite the applicable Termination Date of such Management Investor: Option If the Termination Date Occurs: Purchase Price ------------------------------- -------------- On or prior to the first Adjusted Cost Price anniversary of the Closing multiplied by the Date Purchase Number After the first anniversary Adjusted Cost of the Closing Date, and on or Price multiplied by prior to the second anniversary 80% of the Purchase of the Closing Date Number, plus Fair Market Value Price multiplied by 20% of the Purchase Number After the second anniversary of Adjusted Cost Price multiplied the Closing Date, and on or by 60% of the Purchase Number, prior to the third anniversary plus Fair Market Value Price of the Closing Date multiplied by 40% of the Purchase Number After the third anniversary of Adjusted Cost Price the Closing Date, and on or multiplied by 40% of the prior to the fourth anniversary Purchase Number, plus of the Closing Date Fair Market Value Price multiplied by 60% of the Purchase Number After the fourth anniversary of Adjusted Cost Price the Closing Date, and on or prior multiplied by 20% of the to the fifth anniversary of the Purchase Number, plus Closing Date Fair Market Value Price multiplied by 80% of the Purchase Number Notwithstanding anything to the contrary contained herein, if the Management Investor shall cease to be employed by any of the Companies for any reason other than those set forth in the first sentence of this Section 6.3(a)(ii) (including, but not limited to, termination for Cause), the Option Purchase Price for all shares of Common Stock and/or Preferred Stock to be purchased from the Management Investor (and such Management Investor's Permitted Transferees) pursuant to the Purchase Option shall equal the Adjusted Cost Price multiplied by the Purchase Number. The Purchase Option will lapse upon the earlier to occur of (i) an Initial Public...
Option Purchase Price. If the Management Stockholder shall be terminated by any of the Companies without Cause or shall cease to be employed by any of the Companies by reason of death or temporary or permanent disability, the "Option Purchase Price" for the Common Stock and/or Preferred Stock to be purchased from such Management Stockholder or such Management Stockholder's Permitted Transferees pursuant to the Purchase Option (such number of shares of Common Stock and/or such number of shares of Preferred Stock, each being referred to as the "Purchase Number") shall equal the price calculated as set forth in the table below opposite the applicable Termination Date of such Management Stockholder: Option If the Termination Date Occurs: Purchase Price ------------------------------ -------------- On or prior to the first anniversary Adjusted Cost Price multiplied by of the Acquisition Date the Purchase Number After the first anniversary of the Adjusted Cost Price multiplied by Acquisition Date, and on or prior 80% of the Purchase Number, plus Fair to the second anniversary of the Market Value Price multiplied by 20%of Acquisition Date the Purchase Number After the second anniversary of the Adjusted Cost Price multiplied by 60% of Acquisition Date, and on or prior to the Purchase Number, plus Fair Market the third anniversary of the Value Price multiplied by 40% of the Acquisition Date Purchase Number After the third anniversary of the Adjusted Cost Price multiplied by 40% of Acquisition Date, and on or prior the Purchase Number, plus Fair Market to the fourth anniversary of the Value Price multiplied by 60% of the Acquisition Date Purchase Number After the fourth anniversary of the Adjusted Cost Price multiplied by 20% of Acquisition Date, and on or prior the Purchase Number, plus Fair Market to the fifth anniversary of the Value Price multiplied by 80% of the Acquisition Date Purchase Number After the fifth anniversary of the Fair Market Value Price multiplied by Acquisition Date the Purchase Number Notwithstanding anything to the contrary contained herein, if the Management Stockholder shall cease to be employed by any of the Companies for any reason other than those set forth in the first sentence of this Section 5.3(a)(ii) (including, but not limited to, termination for Cause), the Option Purchase Price for all shares of Common Stock and/or Preferred Stock to be purchased from the Management Stockholder (and such Management Stockholder's Permitted Transferees) pursuant to the P...
Option Purchase Price. This Option shall entitle the Holder hereof to purchase the Option Shares at the Strike Price. The Strike Price and the number of Option Shares evidenced by this Option Certificate are subject to adjustment as provided in Article 6.
Option Purchase Price. The “Option Purchase Price” for the Management Securities to be purchased from such Management Investor, and his or her Permitted Transferees, or his or her heirs, executors, administrators, transferees, successors and assigns, pursuant to the Purchase Option (the number of Management Securities to be so purchased being the “Purchase Number”) shall equal the Fair Market Value Price multiplied by the Purchase Number. As used herein:
Option Purchase Price. Upon exercise, the Executive shall pay to Catellus $7.00 per Option Share (the "Option Purchase Price").
Option Purchase Price. The purchase price for this Option is one hundred dollars ($100.00), and other good and valuable consideration, including consideration paid pursuant to the Purchase Agreement, the receipt and sufficiency of which are hereby acknowledged.
Option Purchase Price. Upon exercise of vested Option Shares, the Director shall pay to the Company $ per Option Share (the “Option Purchase Price”) being exercised.
Option Purchase Price. Xxxxxx-35 shall deliver to EPWA the Option Purchase Price by certified funds or wire transfer.
Option Purchase Price. Optionee shall be granted an option to acquire the Property from Grantor free and clear of all liens for a purchase price of $993,000.00 for a period commencing on the date of Optionee satisfies all of its obligations in Paragraphs 3 and 4 of this Contract and ending on June 30th 2022.The conveyance of the Property to Optionee following the exercise of the Option in accordance with this Contract must be completed no later than June 30, 2022.
